Golden Queen Mining Co. Ltd. - Exhibit 10.5 - Filed by newsfilecorp.com






Exhibit 10.5 

DEBT RESTRUCTURING AGREEMENT 

     DEBT RESTRUCTURING AGREEMENT
(this “Agreement”) dated as of June 8, 2014, made by and among GOLDEN
QUEEN MINING CO. LTD., a British Columbia corporation (“GQM”), GOLDEN
QUEEN MINING CO., INC., a California corporation (“GQMCA”), (GQM and
GQMCA are herein collectively referred to as the “Obligors”), CLAY FAMILY
2009 IRREVOCABLE TRUST, DATED APRIL 14, 2009 (the “Clay 2009 Trust”) and
HARRIS CLAY, an individual (the Clay 2009 Trust and Harris Clay are herein
collectively referred to as the “Lenders”). 

     WHEREAS, GQM, GQMCA and the Clay
2009 Trust are parties to a certain Loan Agreement dated as of January 1, 2014
(the “LTC Loan Agreement”), and the Clay 2009 Trust is the holder of a
certain Promissory Note dated as of December 31, 2013 (the “LTC Note”)
issued pursuant to the LTC Loan Agreement; 

     WHEREAS, GQM, GQMCA and Harris
Clay are parties to a certain Loan Agreement dated as of January 1, 2014 (the
“HC Loan Agreement”), and Harris Clay is the holder of a certain
Promissory Note dated December 31, 2013 (the “HC Note”) issued pursuant
to the HC Loan Agreement (the LTC Loan Agreement, the HC Loan Agreement, the LTC
Note and the HC Note are herein collectively referred to as the “Loan
Instruments”); 

     WHEREAS, GQM, GQMCA, Auvergne,
LLC, Gauss Holdings LLC and Gauss LLC are parties to a certain Transaction
Agreement of even date herewith (the “Transaction Agreement”); 

     WHEREAS, prior to the Closing GQM
will form a wholly owned subsidiary, Golden Queen Holdings, Inc., a California
corporation (“GQMCA Holdco”); 

     WHEREAS, GQM and GQMCA have
requested that the Lenders amend the Loan Instruments in connection with the
transactions contemplated by the Transaction Agreement (the
“Transactions”), and the Lenders are willing to do so upon the terms and
subject to conditions of this Agreement, including, without limitation, the
consummation of the Transactions. 

     NOW, THEREFORE, in consideration
of the foregoing premises and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows: 

ARTICLE I 
CLOSING 

     Section
1.1.     Closing. The completion and
consummation of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the offices of Weil, Gotshall & Manges
LLP, 767 Fifth Avenue, New York, New York 10153 on the date of the “Closing”
under and as defined in the Transaction Agreement. The date on which the Closing
hereunder actually occurs is referred to herein as the “Closing Date”.





     Section
1.2.     Closing Deliverables by the Obligors.
Subject to the conditions of this Agreement, at the Closing GQM and GQMCA shall
deliver to the Lenders the following: 

          (a)     An
amendment to the LTC Loan Agreement substantially in the form of Exhibit
A attached hereto (the “LTC Loan Amendment”), duly executed by each
of GQM, GQMCA and GQMCA Holdco; 

          (b)     An
amendment and restatement of the LTC Note, substantially in the form of Exhibit B attached hereto (the “Amended LTC Note”), duly executed
by GQM; 

          (c)     An
amendment to the HC Loan Agreement, substantially in the form of Exhibit
C attached hereto (the “HC Loan Amendment”), duly executed by each of
GQM, GQMCA and GQMCA Holdco; 

          (d)     An
amendment and restatement of the HC Note, substantially in the form of Exhibit D attached hereto (the “Amended HC Note”), duly executed
by GQM; 

          (e)     Certified
copies of the resolutions duly adopted by the Board of Directors (or similar
managing body) of each of GQM, GQMCA and GQMCA Holdco, authorizing the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby; and 

          (f)     A
certificate of the Chief Executive Officer of each of GQM, GQMCA and GQMCA
Holdco, certifying that the conditions specified in Section 2.1 hereof have been
satisfied. 

     Section
1.3.     Closing Deliverables by the Lenders.
Subject to the conditions of this Agreement, at the Closing the Lenders shall
deliver to the Obligors the following (a) The LTC Loan Amendment and the Amended
LTC Note, duly executed by the Clay 2009 Trust; and (b) The HC Loan Amendment
and the Amended HC Note, duly executed by Harris Clay. 

     ARTICLE II

CONDITIONS PRECEDENT 

     Section
2.1.     Conditions to the Obligations of the
Lenders. The obligation of the Lenders to enter into and consummate the
Closing are subject to the satisfaction (or waiver by the Lenders) on or prior
to the Closing Date of the following conditions: 

          (a)     The
Transactions shall have been consummated in full in accordance with the
Transaction Agreement (i) without any amendment to the Transaction Agreement
after the date hereof, and (ii) without any waiver of any of the conditions
precedent set forth in Sections 5.1 and 5.2 of the Transaction Agreement,
except, with respect to each of the foregoing clauses (i) and (ii), with the
consent of the Lenders; and 




          (b)     The
deliverables set forth in Section 1.2 hereof shall have been delivered. Section


     2.2.     Conditions
to the Obligations of the Obligors. The obligation of the Obligors to enter
into and consummate the Closing are subject to the satisfaction (or the waiver
by the Obligors) on or prior to the Closing Date of the following conditions:


          (a)     The
Transactions shall have been consummated in full in accordance with the
Transaction Agreement; and 

          (b)     The
deliverables set forth in Section 1.3 hereof shall have been delivered. 

     ARTICLE III

TERMINATION 

     Section
3.1.     Termination. This Agreement may be
terminated and the transactions contemplated hereby abandoned at any time prior
to the Closing Date: (a) By the unanimous written consent of the parties; or (b)
By the Lenders if the Transaction Agreement has been terminated or the
Transactions shall not have been consummated on or before December 31, 2014.


     Section
3.2.     Effect of Termination. In the event of
the termination of this Agreement as provided in Section 3.1, the party
terminating this Agreement shall give written notice thereof to the other
parties specifying the provision hereof pursuant to which such termination is
made, and this Agreement shall forwith become null and void (other than this
Section 3.2, Section 3.3 and Article IV, all of which shall survive termination
of this Agreement), and there shall be no liability on the part of the parties
or their respective, directors, officers and affiliates, except as provided in
Section 3.3. 

     Section
3.3.     Fees and Expenses. Whether or not the
transactions contemplated by this Agreement and the Transactions are
consummated, all fees and expenses incurred by any party hereto with respect to
this Agreement shall be paid by GQM. 

     ARTICLE IV

MISCELLANEOUS 

Section 4.1.     Amendments;
Waivers; Etc. 

          (a)     At
any time prior to the Closing Date, this Agreement may be amended or
supplemented in any and all respects by written agreement of the parties. 

          (b)     At
any time prior to the Closing Date, any party may (i) extend the time for the
performance of any of the obligations or acts of any other party hereto, (ii)
waive compliance by any other party with any of the agreements contained herein
or (iii) waive any of such party’s conditions. No failure or delay by the
parties in exercising any right hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such
party.





     Section
4.2.     Assignment. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned, in
whole or in part, by operation of law or otherwise, by any of the parties
without the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns. Any
purported assignment not permitted under this Section shall be null and void.


     Section
4.3.     Entire Agreement. This Agreement, the
Exhibits hereto and the Transaction Agreement constitute the entire agreement,
and supersede all other prior agreements and understandings, both written and
oral, among the Parties, or any of them, with respect to the subject matter
hereof. 

     Section
4.4.     No Third-Party Beneficiaries. Nothing
in this Agreement, express or implied, is intended to or shall confer upon any
person other than the parties (and their respective successors and permitted
assigns) any right or remedy of any nature whatsoever under or by reason of this
Agreement. 

     Section
4.5.     Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, applicable to contracts executed in and to be performed entirely within
that State. 

     Section
4.6.     Waiver of Jury Trial. To the extent not
prohibited by applicable law which cannot be waived, each of the parties hereby
waives, and covenants that he or it will not assert (whether as plaintiff,
defendant or otherwise), any right to trial by jury in any forum in respect of
any issue, claim, demand, action or cause of action arising out of or based upon
this Agreement or the subject matter hereof, whether now existing or hereafter
arising and whether sounding in tort or contract or otherwise. 

     Section
4.7.     Severability. If any term or other
provision of this Agreement is determined by a court of competent jurisdiction
to be invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other terms, provisions and conditions of this Agreement
shall nevertheless remain in full force and effect. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible. 

     Section
4.8.     Notices. All notices, requests and
other communications to any party hereunder shall be in writing and shall be
deemed given if delivered personally, telecopy faxed (which is confirmed) or
sent by overnight courier (providing proof of delivery) to the parties at the
following addresses: 




If to Obligors, to: 

	 	Golden Queen Mining Co. Ltd.
	 	6411 Imperial Avenue 
	 	West Vancouver, British Columbia,
      Canada V7W 2J5 
		Attention: H. Lutz Klingmann
      (President) and Andree St. Germain (Chief Financial Officer) 
	 	Email: 	lklingmann@goldenqueen.com
      and
	 		astgermain@goldengueen.com  


with copies (which shall not
constitute notice) to: 

	 	Morton Law LLP 
	 	1200 - 750 West Pender Street 
	 	Vancouver, British Columbia 
	 	Canada, V6C 2T8 
	 	Attention: Edward L. Mayerhofer, Esq.
    
	 	Email:  	elm@mortonlaw.ca
	 	Fax: 	(604) 681-9652 
	 	  	 
	 	and 	 
	 	  	 
	 	Dorsey & Whitney LLP 
	 	1400 Wewatta Street, Suite 400 
	 	Denver, CO 80202 
	 	Attention: Kenneth Sam, Esq. 
	 	Email: 	sam.kenneth@dorsey.com
	 	Fax: 	(303)
629-3450



	 	If to the Lenders, to: 
	 	  
	 	c/o East Hill Management Company 
	 	10 Memorial Drive 
	 	Suite 902 
	 	Providence, RI 02903 
	 	Fax: (401) 490-0749 
	 	  
	 	with a copy (which shall not constitute notice)
      to: 
	 	  
	 	Sullivan & Worcester LLP 
	 	One Post Office Square 
	 	Boston, MA 02109 
	 	Attention: William A. Levine, Esq. 
	 	Fax:    (617) 338-2880
  


or such other address or telecopy fax number as such party may
hereafter specify by like notice to the other parties. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5 P.M. in the place of
receipt and such day is a business day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt.




     IN WITNESS WHEREOF, the parties
have caused this Debt Restructuring Agreement to be duly executed and delivered
as of the date first above written. 

	GOLDEN QUEEN MINING CO. LTD. 		CLAY FAMILY 2009 IRREVOCABLE TRUST
  
	  	  	 	 
	  	  	 	  	  
	  	  	 	  	  
	By: 	 
             /s/ H. Lutz Klingmann 	 	By: 	 
             /s/ Thomas M. Clay 
	  	Name: H. Lutz Klingmann 	 	  	Name: Thomas M. Clay 
	  	Title: President and Chief Executive Officer
	 	  	Title: Trustee 
	  	  	 	  	  
	GOLDEN QUEEN MINING COMPANY, INC. 	 	  	  
	  	  	 	  	  
	  	  	 	  	  
	  	  	 	  	  
	By: 	 
             /s/ H. Lutz Klingmann 	 	 
    	 
             /s/ Harris Clay 
	  	Name: H. Lutz Klingmann 	 	HARRIS CLAY 
	  	Title: President 	 	  	  


(Signature Page to Debt Restructuring Agreement) 




EXHIBIT A 

AGREEMENT AND AMENDMENT NO. 1 
TO LOAN AGREEMENT

     This AGREEMENT AND AMENDMENT NO.
1 TO LOAN AGREEMENT, dated as of ____________ __, 2014 (this
“Amendment”), is among GOLDEN QUEEN MINING CO. LTD., a British Columbia
corporation (the “Borrower”), GOLDEN QUEEN MINING CO., INC., a California
corporation (“GQMCA”), GOLDEN QUEEN HOLDINGS, INC., a California
corporation (“GQMCA Holdco”), and CLAY FAMILY 2009 IRREVOCABLE TRUST,
DATED APRIL 14, 2009 (the “Lender”). All capitalized terms used herein
and not otherwise defined shall have the meanings prescribed therefor in the
Loan Agreement (as defined below). 

     WHEREAS, the Borrower, GQMCA and
the Lender are parties to that certain Loan Agreement dated as of January 1,
2014 (as amended, restated or otherwise modified from time to time, the “Loan
Agreement”), pursuant to which the Lender advanced the Principal Amount to
the Borrower and the Borrower issued its Promissory Note to the Lender; 

WHEREAS,
  the Borrower has requested that the Lender amend the Loan Agreement as set forth
  herein in connection with the closing of the transactions referred to in that
  certain Transaction Agreement dated as of _______ __, 2014, among the Borrower,
  GQMCA, Auvergne, LLC, Gauss Holdings LLC and Gauss LLC. 

     NOW, THEREFORE, in consideration
of the foregoing premises and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows: 

     1.     Amendments
to the Loan Agreement.

          1.1
The Preamble to the Loan Agreement is hereby amended and restated in its
entirety to read as follows: 

“THIS AGREEMENT is made effective this
1st day of January, 2014 

AMONG: 

     GOLDEN
QUEEN MINING CO. LTD., a corporation existing under the laws of the Province of
British Columbia with an address at 6411 Imperial Avenue, West Vancouver,
British Columbia, V7W 2J5 

     (the
“Borrower”) 

AND: 

     GOLDEN
QUEEN MINING CO., INC., a corporation existing under the laws of the State of
California, with an address at 15772 K Street, Mojave, California 93501 




     (“GQMCA”)

AND: 

     Golden
Queen Holdings, Inc., a corporation existing under the laws of the State of
California, with an address at 15772 K Street, Mojave, California, 93501 

     (the
“Guarantor”) 

AND: 

     CLAY
FAMILY 2099 IRREVOCABLE TRUST, DATED APRIL 14, 2009, a trust having an address
at 10 Memorial Blvd., Suite 902, Providence, Rhode Island, 02903 

     (the
“Lender”) 

          1.2     All
references in the Loan Agreement to the “Guarantor” shall be references to
Golden Queen Holdings, Inc., and not to Golden Queen Mining Co., Inc. 

          1.3     Section
1(e) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows: “(e) “Financing” means one or more financings by the Borrower
where collectively the aggregate proceeds received by the Borrower itself are at
least $15,000,000 in United States currency;” 

          1.4     Section
4(a)(ii) is hereby amended and restated in its entirety to read as follows:
“(ii) The first date on which proceeds of a Financing are received; and” 

          1.5     Section
4(b) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows: 

     “(b)     The
Borrower may prepay all or part of the Loan in full at any time prior to the
Maturity Date, provided that if the prepayment is made after July 1, 2014, the
prepayment will be in the amount of 105% of the Principal Amount, plus accrued
interest and other costs forming part of the Outstanding Balance.” 

          1.6     Section
5 of the Loan Agreement is hereby amended and restated in its entirety to
read as follows: 

          “5.
[Deleted]”. 

          1.7     Section
9(b) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows: 

          “(b)
[Deleted]”.




     2.     Guarantor.
GQMCA Holdco hereby becomes the “Guarantor” under the Loan Agreement and assumes
all of the obligations of the “Guarantor” thereunder. GQMCA is hereby released
as “Guarantor” under the Loan Agreement. 

     3.     Representations.
The Borrower and the Guarantor, jointly and severally, hereby represent and
warrant to the Lender as follows: 

          (a)     no
Event of Default, as described in Section 13 of the Loan Agreement, has
occurred and is continuing as of the date hereof; and 

          (b)     the
representations and warranties contained in Section 10 of the Loan
Agreement are true and correct in all material respects on and as of the date
hereof. 

     4.     General.
The foregoing amendments to the Loan Agreement are limited as provided herein
and do not extend to other provisions of the Loan Agreement not specified herein
or to any other matter. The Loan Agreement is ratified and confirmed and shall
continue in full force and effect as amended hereby. This Amendment may be
executed in any number of counterparts with the same effect as if the signatures
hereto and thereto were upon the same instrument. 

     IN WITNESS WHEREOF, the parties
hereto have executed this Agreement and Amendment No. 1 to Loan Agreement as of
the date first written above. 

	CLAY FAMILY 2009 IRREVOCABLE TRUST, DATED APRIL
      14, 2009 		GOLDEN QUEEN MINING CO. LTD.
    
	 	 	 
	 	 	 
	  	 	Per: 	 
	THOMAS M. CLAY, Trustee 	 	             	Authorized Signatory 
	  	 	  	 
	 	 	 	 
	 	 	 	 
	  	 	GOLDEN QUEEN MINING CO., INC.
    
	 	 	 
	  	 	Per: 	 
	  	 	             	Authorized Signatory 
	 	 	 	 
	  	 	GOLDEN QUEEN HOLDINGS, INC.
  
	 	 	 
	 	 	 
	  	 	Per: 	 
	  	 	             	Authorized Signatory 


[Amendment No. 1 to Loan Agreement] 




EXHIBIT B 

AMENDED AND RESTATED PROMISSORY NOTE 

	Date: _______, 2014 	  
	(originally dated December 31, 2013) 	Vancouver, British Columbia
  


FOR VALUE RECEIVED, GOLDEN QUEEN MINING CO. LTD. (the
"Borrower"), promises to pay to the order of Clay Family 2009
Irrevocable Trust, dated April 14, 2009 (the "Lender") on or before
December 31, 2014 (the "Maturity Date"), the sum of seven million five
hundred thousand United States dollars (US$7,500,000) (the
"Principal Amount") with interest thereon at the rate of 5% per annum,
payable on the Maturity Date, provided that if the Principal Amount is repaid on
a date that is less than 183 days prior to the Maturity Date, then the Borrower
will instead pay to the Lender the amount of 105% of the Principal Amount plus
interest on the Principal Amount at the rate of 5% per annum.. 

The Borrower hereby waives demand for payment and presentment
hereof. 

Time shall be of the essence. This Note shall be governed as to
validity, interpretation, construction, effect and in all other respects by the
laws of the Province of British Columbia. 

This Note is issued by the Borrower pursuant to the terms of an
Agreement and Amendment No. 1 to Loan Agreement between the Borrower and the
Lender dated _________, 2014. 

	ACCEPTED: 	 	GOLDEN QUEEN MINING CO. LTD. 
	  	 	(Borrower) 
	Clay Family 2009 Irrevocable Trust, 	 	  
	Dated April 14, 2009 	 	  
	 	 	 
	 	 	 
	Trustee 	 	Signature of Borrower (or Authorized Signatory)
    
	  	 	  
	 	 	 
	 	 	 
	  	 	Print Name of Signature 
	 	 	 
	 	 	 
	  	 	  
	  	 	Signature of Borrower (or its Authorized
      Signatory) 
	  	 	Witnessed by: 
	 	 	 
	 	 	 
	 	 	 
	  	 	Signature of Witness 
	 	 	 
	 	 	 
	 	 	 
	  	 	Print Name of Witness 






EXHIBIT C 

AGREEMENT AND AMENDMENT NO. 1 
TO LOAN AGREEMENT

     This AGREEMENT AND AMENDMENT NO.
1 TO LOAN AGREEMENT, dated as of ____________ __, 2014 (this
“Amendment”), is among GOLDEN QUEEN MINING CO. LTD., a British Columbia
corporation (the “Borrower”), GOLDEN QUEEN MINING CO., INC., a California
corporation (“GQMCA”), GOLDEN QUEEN HOLDINGS, INC., a California
corporation (“GQMCA Holdco”), and HARRIS CLAY, an individual (the
“Lender”). All capitalized terms used herein and not otherwise defined
shall have the meanings prescribed therefor in the Loan Agreement (as defined
below). 

     WHEREAS, the Borrower, GQMCA and
the Lender are parties to that certain Loan Agreement dated as of January 1,
2014 (as amended, restated or otherwise modified from time to time, the “Loan
Agreement”), pursuant to which the Lender advanced the Principal Amount to
the Borrower and the Borrower issued its Promissory Note to the Lender; 

     WHEREAS, the Borrower has
requested that the Lender amend the Loan Agreement as set forth herein in
connection with the closing of the transactions referred to in that certain
Transaction Agreement dated as of _______ __, 2014, among the Borrower, GQMCA,
Auvergne, LLC, Gauss Holdings LLC and Gauss LLC. 

     NOW, THEREFORE, in consideration
of the foregoing premises and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows: 

     1.     Amendments
to the Loan Agreement.

          1.1     The
Preamble to the Loan Agreement is hereby amended and restated in its entirety to
read as follows: 

“THIS AGREEMENT is made effective this
1st day of January, 2014

AMONG: 

     GOLDEN
QUEEN MINING CO. LTD., a corporation existing under the laws of the Province of
British Columbia with an address at 6411 Imperial Avenue, West Vancouver,
British Columbia, V7W 2J5 

     (the
“Borrower”) 

AND: 

     GOLDEN
QUEEN MINING CO., INC., a corporation existing under the laws of the State of
California, with an address at 15772 K Street, Mojave, California 93501 




     (“GQMCA”)

AND: 

     Golden
Queen Holdings, Inc., a corporation existing under the laws of the State of
California, with an address at 15772 K Street, Mojave, California, 93501 

     (the
“Guarantor”) 

AND: 

     HARRIS
CLAY, an individual with an address at 933 Milledge Road, Augusta, GA 20904 

     (the
“Lender”) 

          1.2     All
references in the Loan Agreement to the “Guarantor” shall be references to
Golden Queen Holdings, Inc., and not to Golden Queen Mining Co., Inc. 

          1.3     Section
1(e) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows: 

     “(e)     
“Financing” means one or more financings by the
Borrower where collectively the aggregate proceeds received by the Borrower
itself are at least $15,000,000 in United States currency;” 

          1.4     Section
4(a)(ii) is hereby amended and restated in its entirety to read as follows:


          “(ii)
The first date on which proceeds of a Financing are received; and”

          1.5     Section
4(b) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows: 

     “(b)     The
Borrower may prepay all or part of the Loan in full at any time prior to the
Maturity Date, provided that if the prepayment is made after July 1, 2014, the
prepayment will be in the amount of 105% of the Principal Amount, plus accrued
interest and other costs forming part of the Outstanding Balance.” 

          1.6     Section
5 of the Loan Agreement is hereby amended and restated in its entirety to
read as follows: 

          “5.
[Deleted]”. 

          1.7     Section
9(b) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows: 

          “(b)
[Deleted]”. 

-2- 




     2.     Guarantor.
GQMCA Holdco hereby becomes the “Guarantor” under the Loan Agreement and assumes
all of the obligations of the “Guarantor” thereunder. GQMCA is hereby released
as “Guarantor” under the Loan Agreement. 

     3.     Representations.
The Borrower and the Guarantor, jointly and severally, hereby represent and
warrant to the Lender as follows: 

          (a)     no
Event of Default, as described in Section 13 of the Loan Agreement, has
occurred and is continuing as of the date hereof; and 

          (b)     the
representations and warranties contained in Section 10 of the Loan
Agreement are true and correct in all material respects on and as of the date
hereof. 

     4.     General.
The foregoing amendments to the Loan Agreement are limited as provided herein
and do not extend to other provisions of the Loan Agreement not specified herein
or to any other matter. The Loan Agreement is ratified and confirmed and shall
continue in full force and effect as amended hereby. This Amendment may be
executed in any number of counterparts with the same effect as if the signatures
hereto and thereto were upon the same instrument. 

     IN WITNESS WHEREOF, the parties
hereto have executed this Agreement and Amendment No. 1 to Loan Agreement as of
the date first written above. 

	  	 	GOLDEN QUEEN MINING CO. LTD.
    
	 	 	 
	 	 	 
	  	 	 	  
	 	 	 	 
	HARRIS CLAY 	 	Per: 	
	  	 	 	Authorized Signatory 
	  	 	 	  
	 	 	 	 
	  	 	GOLDEN QUEEN MINING CO., INC.
    
	 	 	 
	 	 	 
	  	 	Per: 	
	  	 	 	Authorized Signatory 
	 	 	 	 
	 	 	 	 
	  	 	GOLDEN QUEEN HOLDINGS, INC.
  
	 	 	 
	 	 	 
	  	 	Per:	 
	  	 	 	Authorized Signatory 


[Amendment No. 1 to Loan Agreement] 







EXHIBIT D 

AMENDED AND RESTATED PROMISSORY NOTE 

	Date: _________, 2014 	  
	(originally dated December 31, 2013) 	Vancouver, British Columbia
  


FOR VALUE RECEIVED, GOLDEN QUEEN MINING CO. LTD. (the
"Borrower"), promises to pay to the order of Harris Clay (the
"Lender") on or before December 31, 2014 (the "Maturity Date"),
the sum of two million five hundred thousand United States dollars
(US$2,500,000) (the "Principal Amount") with interest thereon at the
rate of 5% per annum, payable on the Maturity Date, provided that if the
Principal Amount is repaid on a date that is less than 183 days prior to the
Maturity Date, then the Borrower will instead pay to the Lender the amount of
105% of the Principal Amount plus interest on the Principal Amount at the rate
of 5% per annum.. 

The Borrower hereby waives demand for payment and presentment
hereof. 

Time shall be of the essence. This Note shall be governed as to
validity, interpretation, construction, effect and in all other respects by the
laws of the Province of British Columbia. 

This Note is issued by the Borrower pursuant to the terms of an
Agreement and Amendment No. 1 to Loan Agreement between the Borrower and the
Lender dated __________, 2014. 

	ACCEPTED: 	 	GOLDEN QUEEN MINING CO. LTD. (Borrower)
    
	 	 	 
	 	 	 
	 	 	 
	Harris Clay 	 	Signature f Borrower (or Authorized Signatory)
    
	 	 	 
	 	 	 
	 	 	 
	  	 	Print Name of Signatory 
	 	 	 
	 	 	 
	  	 	Signature of Borrower (or its Authorized
      Signatory) 
	  	 	Witnessed by: 
	 	 	 
	 	 	 
	 	 	 
	  	 	Signature of Witness 
	 	 	 
	 	 	 
	 	 	 
	  	 	Print Name of Witness